Features and trends in building corporate structures in the private sector of the economy. Corporate culture in modern business: types, levels and best examples Determining requirements for corporate structure

In this context, a “corporation” is considered as a special system of communication between people in the process of conducting joint activities. This understanding of a corporation should be distinguished from the understanding of a corporation from a legal point of view - a legal entity.

Corporations as a social type, organizations are closed groups of people with limited access, maximum centralization and authoritarian leadership, opposing themselves to others social communities based on their narrow corporate interests.

The corporation is the oldest form of human association, used by hunting groups before the formation of the paired family. Family and clan were a kind of corporations that ensured the process of reproduction of certain relationships within the group.

Corporate structures were quite characteristic of ancient Asian society, when people did not think of themselves outside a specific, closed community to a greater or lesser extent, organized along professional, caste or other principles. In medieval Europe they existed in the form of urban craft guilds and merchant guilds. Later, economic monopolistic associations became such professional organizations and political parties.

In Russia, due to its specifics, corporations exist in economic and cultural life mainly in the form of various state (ministries, departments and pseudo-privatized natural monopolies) and public (unions, societies, academies and political parties) institutions.

Thanks to the pooling of resources, and primarily human ones, the corporation provides the opportunity for the existence and reproduction of one or another social group, professions, castes, etc. However, bringing people together corporate organization happens through them separation according to social, professional, caste and other (class and racial) criteria.

In addition to the pooling of resources, an important weapon of the corporate organization in the struggle for survival is monopoly, and mainly the monopoly of information. By maintaining a monopoly, the corporation seeks to standardize its activities and its results, and to prevent internal competition from being destructive to it. Supporting the weak and limiting the strong is the basic principle in the fight against internal competitors. Hence the tendency towards equalization.

Bringing people together through division and maintaining a monopoly is impossible in a corporate organization unless it is dominated hierarchical power structures. Thus, the interests of “divided” people are coordinated by corporate leaders. This is the main source of their power. This scheme is based on the principle of “divide and conquer”.

An important condition for the existence of a corporate organization is the constant maintenance of a shortage of certain resources in it, and if necessary, then an aggravation of the deficiency. The distribution of this deficit by the leaders of the corporation under conditions of monopoly serves for them as another important source authorities.

The corporation is interested only in the group or the entire organization. Personalization of an individual is carried out through the depersonalization of other individuals. In accordance with this, priority is established in goals: organizational ones are more important than individual ones. An individual may have his own personal interests or goals, different from organizational ones, but in order to receive support from the corporation, he is ready to sacrifice himself for the sake of the group/organization, identifying them with himself. Hence - false solidarity, quasi-patriotism, groupism and other corporate paraphernalia. Outwardly, the organization appears to act as a single whole. A deceptive impression of her power and omnipotence is created. In fact, it often happens that this is a “colossus with feet of clay.”

A corporate organization takes responsibility for its members, for the individual. This allows her to be free in her actions towards a person. Exists sovereignty of the organization. As a result, the organization or all its members become superior to each individual. Such “collective” responsibility puts a person in strong dependence and practically deprives him of independence. The principle “the organization is always right” applies.

Decision making in a corporate organization is based on majority principle or seniority. The struggle of a minority for its opinion often ends with its departure. The desire to win the support of the majority forces the leader to take populist actions. For example, the election of enterprise managers, introduced at one time during perestroika, significantly influenced the pumping of money from enterprise profits into wages and incentive funds to the detriment of technical development. The struggle for supporters in the organization develops the political abilities of the leader more than professional and business skills.

In a corporate organization interests of production(or any other of its activities) determine interests of reproduction of the worker himself. Conditions are being created in which the organization's employees are increasingly unable to provide themselves with the necessary resources, especially information, in their work. The interests of the employee always exist in “tomorrow”, and the interests of the corporation always exist in “today”.

A corporate organization has a certain morality. Double standards in behavior - individualistic morality and corporate morality.

Individualism within the framework of corporate ideology has no right to exist and therefore is not regulated. In fact, he often acts in a perverted form, ignoring the rules of civilized and sometimes legal behavior. Hence, for example, corruption and bribery.

Corporate morality only works when there are people interested in it. Many people can take bribes. But if someone is caught, then the anger of all members of the organization is poured out on him. Interpersonal relationships are sometimes mediated by antisocial value orientations.

Dominates corporate structures loyalty in relation to the organization, obedience and diligence are encouraged, which ultimately give rise to irresponsibility.

Magazine "Corporate Finance Management", June 2008 (No. 3).

Article by the Head of the Consulting Department, Skarednov Yu.V.

The article summarizes the results of a study of corporate structures of private companies, and also shows the experience of the author’s participation in restructuring projects. A systematic idea of ​​the construction options and individual elements of the corporate structure is given. A list and characteristics of the main types of companies that may be part of a corporate structure are presented.

In the context of constant changes in the economics of industries and market segments, as well as due to

With the growth of companies themselves, there is a need to appropriately adapt structures to the changes taking place. At the same time, the upper level—the corporate level—is subject to the most significant influence, which is especially important for a business that is a group of companies. In the article, the corporate structure of a group of companies is understood as a set of legal entities, directly or indirectly owned by the owner (group of owners), and the system of organizational and legal relationships between them.

Among the most famous examples of building corporate structures in Russian practice we can highlight the creation of vertically integrated oil companies(VINK), corporations in industries significant to the state (Rosatom, United Aviation Corporation, United Shipbuilding Corporation), the reform of the military-industrial complex should also be noted. The latest large-scale corporate restructuring project is the consolidation of a number of industries within the framework of the state corporation Russian Technologies, initiated in 2007.

However, in this article we will look at the experience of building corporate structures of small and medium-sized private companies that are not so susceptible to influence political factors. The owners of such enterprises are a limited number of individuals.

General approach to building corporate culture

Development of a corporate structure project is, first of all, a search for the optimal option that meets the strategic goals of the business. Therefore, it is advisable to begin any restructuring project with a clear formulation and construction of a system of strategic business goals. It determines the requirements not only for the corporate structure, but also for other areas of business organization: organizational structure, business processes, personnel, etc.

In our practice, we usually consider a corporate structure as a set of elements, the configuration of which depends on the requirements. These elements are:

  • ownership system - organizational and legal relations on the basis of which the owner exercises ownership and business management rights;
  • consolidation center or parent company (GC) - a legal entity that owns other legal entities that are part of the corporate structure of the group;
  • management company (MC) - a legal entity that, on behalf of the owner, manages legal entities included in the corporate structure of the group;
  • operating companies - legal entities carrying out the main activities as part of a group;
  • auxiliary companies or services - legal entities performing service functions (activities) exclusively in the interests of other companies of the group. Ancillary companies, in particular, may include:
    • trading house (TD)— a legal entity that carries out the functions of centralized promotion and marketing of products of group companies and/or centralized procurement of raw materials and materials;
    • asset company- a legal entity that carries out the functions of owning significant assets and providing them for use to other companies of the group;
    • agency companies— legal entities performing agency functions in the interests of other group companies;
    • finance company— a legal entity that carries out the functions of attracting financial resources and providing them to group companies;
    • personnel center— a legal entity that performs the functions of providing personnel (outstaffing) to group companies.

Decisions on the composition and configuration of the above elements make it possible to create many options for a corporate structure that, to one degree or another, satisfy the requirements for it. The choice of the optimal option from all possible ones can be carried out both on the basis situational analysis(SWOT analysis) and through factor analysis of options.

Determining corporate structure requirements

As noted above, the requirements for corporate structure are determined by a system of business goals. Examples of such goals include:

  • expansion of the range and increase in production volumes;
  • entering new markets or increasing the share of existing markets;
  • acquisition of additional assets;
  • implementation of the first public offerings (Initial Public Offering - IPO) or issue of bond issues;
  • ensuring the payment of income to business owners.

Accordingly, the following requirements may be imposed on the corporate structure:

  • protection of property rights of owners to their assets;
  • ensuring the confidentiality of information about business owners;
  • investment attractiveness of the business or its individual parts;
  • ensuring optimal distribution of financial resources for business development;
  • security effective management business;
  • optimization of taxation of activities;
  • optimization of taxation of income received by business owners.

It should be noted that in the context of strengthening tax administration and control and, accordingly, increasing risks associated with the use of certain optimization schemes, there is currently a tendency to build corporate structures that provide an optimal balance between the level of taxation and tax risks.

Another significant direction in the development of corporate construction is associated with the entry of medium and small companies into financial markets, holding IPOs and issuing bond issues. Such companies, as a rule, belong to the third echelon of investment attractiveness, therefore, to ensure the successful attraction of financial resources, they are faced with the task of building a transparent system corporate governance and reporting, the basis of which is the corporate structure diagram.

Measures associated with the creation of a new type of structure also provide protection against corporate raiding, the problem of which increases when the business grows and becomes more attractive.

In all these cases When the need for restructuring is most pronounced, the corporate structure is subject to mandatory requirements to ensure the protection of property rights, manageability and business development.

Options for organizing corporate structure elements

In existing corporate structures, one can distinguish such elements as an ownership system, a consolidation center (GC), a management company, a set of operating and service companies. Analysis of the structure based on these elements makes it possible to consistently assess compliance with the requirements imposed on it and make the necessary structural decisions.

Organization of the ownership system

In the Russian practice of building corporate structures, the following options for organizing the ownership system have been formed (see Fig. 1):

  1. direct ownership of a business in Russia;
  2. possession Russian business through a foreign company;
  3. ownership of a Russian business through a foreign company and trust.

We do not consider the case without the formation of an ownership company (holding), when the owner (owners) directly owns shares (shares) of all companies in the group.

Direct ownership of business in Russian Federation(see Fig. 1a) is distinguished by a simple and transparent corporate governance system, which makes it possible to ensure high investment attractiveness and liquidity of the business. However, such an ownership system is vulnerable from the point of view of property protection, and also does not allow, if necessary, to protect information about the owners.

The organization of an ownership company abroad allows you to increase the degree of asset protection (see Fig. 1b). The most popular for the location of holdings among top management Russian enterprises jurisdictions such as Cyprus and the British Virgin Islands are classified as offshore jurisdictions. Previously, such jurisdictions also allowed

close access to information about the ultimate beneficial owners ( Beneficiary - the person to whom the cash payment is intended; recipient of money, benefit, profit, income. In trust transactions, the person in whose favor the trust management of his property is carried out.), however in Lately changes are taking place in the legislation of these countries that exclude this possibility (in particular, the abandonment of the institution of bearer shares).

In general, we can say that the time of offshores is passing: the laws of the European Union countries regarding the placement of holding companies are becoming more and more similar to the laws of offshore states. In particular, the EU Parent Subsidiary and Merger Directives provide significant tax benefits for dividends and capital. On the other hand, many offshore companies bring their legislation into line with European standards. Other offshore companies are becoming the object of close attention of both foreign and Russian tax and other regulatory authorities, and are also sources of increased reputational risks and reduce the investment attractiveness of a business.

In these conditions, to ensure maximum protection of property rights and optimization of taxation, it is advisable to choose a jurisdiction for locating the owner’s company, taking into account the following requirements:

  • lack of jurisdiction in the “black lists” of Russian and foreign supervisory authorities;
  • the existence of an agreement on the elimination of double taxation with the Russian Federation;
  • preferential tax conditions for dividends and capital.

In this case, the protection of information about the owners, if necessary, can be achieved by concluding a trust agreement in relation to the shares of the owner's company (see Fig. 1c). An ownership trust arrangement involves the business owner transferring shares of the owner's company through a Declaration of Trust to a trustee. The trustee can be either a private trustee or a trust company.

The specificity of trust ownership is that the title of ownership is transferred to another person (trustee) for the entire period of validity of the trust (the period may be unlimited). Thus, for third parties, the owner of the property transferred to the trust is the trustee, while the right to income from ownership of the property belongs to the beneficiary - the business owner. When concluding a trust agreement, the issue of ensuring the rights of business management on the part of the beneficiary requires separate consideration.

It should be noted that to optimize tax and other risks, it is possible to organize parallel ownership structures. At the same time, two de facto interconnected parts of the business for an external observer are independent and de jure not affiliated (see Fig. 2).

This ownership scheme makes it possible to organize the redistribution of financial resources through the use of transfer pricing without the associated risks. Also, in accordance with this scheme, a business can be divided into parts with different levels of commercial, tax and other risks.

Business consolidation

In a simplified version, business consolidation in a group of companies is carried out in the owner company, which in this case becomes the parent company - the Group of Companies. This is, first of all, characteristic of direct business ownership in Russia (see Fig. 1a). In the case where the ownership system is implemented through a non-resident ownership company, the business, as a rule, is consolidated in a Russian civil company (see Fig. 3a).

Consolidation of business within the framework of the existence of a single group of companies makes it possible to build a transparent system of corporate governance and increases its investment attractiveness. In particular, it becomes possible to conduct an IPO, attract a strategic investor and, if necessary, the likelihood of a complete effective sale of the business.

In the case where a business includes several areas, it is possible to create separate subholdings (see Fig. 3b). This division can be carried out according to the following criteria:

  • product - organization of sub-holdings for the creation and sale of various groups of products;
  • technological - organization of subholdings for various stages of production in the case when each of the directions has a sufficient number of independent suppliers and/or consumers;
  • geographically - organization of subholdings on a territorial basis.

The separation of subholdings also allows you to streamline the management system and financial flows of the group, as well as concentrate resources on each of the areas of development. In addition, it becomes possible to attract investment for individual parts of the business. If necessary, each of them can be implemented independently of the entire business. In general, the consolidation of one or another part of the business can be carried out for:

  • implementation of development plans for this part of the business (for example, the creation of a group of companies to implement investment projects for the acquisition and/or construction of new production facilities);
  • ensuring investment attractiveness and attracting resources for development;
  • organizational delineation and distribution of risks between various parts business.

A typical example of such a corporate structure is the Cherkizovo group of companies, a leading Russian manufacturer of meat products and semi-finished products. The creation of this holding began in the early 1990s. after the acquisition by a group of private individuals of OJSC Cherkizovsky Meat Processing Plant and the implementation of effective anti-crisis measures at this enterprise. In addition to rehabilitating the plant and making it a leader in the Moscow market, the owners increased the group’s assets by acquiring other meat processing plants and creating a regional sales network, formation of a multidisciplinary resource base. Since the mid-1990s. The process of restructuring and building a modern corporate structure began, the purpose of which was, among other things, to conduct an IPO on international capital markets. As a result, at the moment the Cherkizovo group of companies has an orderly corporate structure, characterized by high management efficiency and the ability to attract financial resources (see Fig. 4).

Features of the corporate structure of the Cherkizovo group of companies are:

  • owning a business through an offshore company in Cyprus;
  • organization of a single group company in Russia, which carries out the functions of centralized management (through the management company), and also places the group’s securities on the stock market (attracting foreign and Russian investors);
  • organization of two subholdings: raw materials (pig farming, poultry farming, feed production) and meat processing (production of meat products and semi-finished products);
  • consolidation of each of the subholdings into a group of companies, which performs the functions of centralized management of the corresponding area;
  • the presence in each of the directions of a centralized sales unit - a trading house.

Organization of the management system

To carry out operational management of a business or a separate business area in a corporate structure, as a rule, a specialized management company is allocated. In this case, the following options are possible (see Fig. 5):

  1. Management company outside the main corporate structure;
  2. a separate management company within the corporate structure;
  3. assignment of functions to the management company of the parent company (GC = MC).

Direct ownership of the management company (see Fig. 5a) is organized, for example, in such groups as IST Line (the management company of Domodedovo Airport) and Inmarko (the leading ice cream manufacturer in the east of the country).

This management system allows one to avoid obvious affiliation and remove management risks from the group’s assets. However, this raises the need to ensure legal framework to carry out control. One of the options for solving this problem is to vest the management company with the functions of the sole executive body in the group companies. It should be noted that this scheme allows you to quickly redistribute funds to pay income to business owners both in the form of dividends and in the form of remuneration for performing duties in the management bodies of the management company.

A management company created within the main corporate structure has similar properties (see Fig. 5b). But at the same time, there arises the affiliation of the management company with other companies of the group and the need for a more thorough study of the legal grounds and issues of financing the management company.

Has the greatest investment attractiveness, the presence of the necessary legal grounds and high management efficiency corporate structure, in which the Civil Code performs the functions of the Criminal Code (see Fig. 5c). In the structure of the Cherkizovo group of companies discussed above (see Fig. 4), all parent companies are vested with the functions of management companies with various powers: the central group of companies and the group of companies of subholdings.

However, there are risks of claims brought against one of the group companies spreading to the Group of Companies and, accordingly, to other assets of the group.

In general, the choice of organization option management company group depends on the priorities of the owners regarding the optimal level of risk management of the business and its investment attractiveness.

Composition and roles of operating and service companies

The composition of operating units in the corporate structure is determined by the group's production strategy. The main question is whether to independently carry out a particular technological process or to outsource it. In addition, production units are usually the main asset of the group, determining its positioning and development.

The composition and purpose of service companies are determined by three main factors:

  • the need to centralize functions in the group;
  • the need for redistribution of financial resources;
  • requirements for tax optimization.

The most common types of service companies found within corporate structures are:

  1. Trading house, which allows you to organize centralized sales and/or procurement, implement a unified market promotion policy, accumulate financial resources for brand promotion and development of the sales system, and remove risks from the group’s main production assets.
  2. Company assets, which allows you to protect significant assets (fixed assets, trademarks, etc.) from the risks of claims. In some cases, registration of enterprises that own trademarks and other intangible assets is used in offshore jurisdictions, which allows to increase the degree of their protection, as well as optimize taxation by organizing the flow of license payments.
  3. Agency companies operating under the simplified taxation system (STS) and allowing the prompt redistribution of financial resources to pay income to owners when optimal level taxation. In this case, the economic feasibility of the presence of such companies in the business scheme must be justified (for example, searching for clients in the regions), and affiliation with the main group of companies must be eliminated.
  4. Personnel center, which can also work under the simplified tax system and provide outstaffing services to the main business, including for the purpose of optimizing taxation.
  5. A financial company created to attract financial resources, in particular, to issue bond issues. The creation of such a specialized enterprise makes it possible to limit the risks of claims from creditors at the expense of the assets of the guarantor companies. However, from the point of view of investment attractiveness, the most effective option is to attract financial resources by the parent companies, which is confirmed by the experience of successful placement valuable papers Cherkizovo group of companies and other private companies.

It should be noted that when organizing service companies to optimize taxation, it is necessary, firstly, a clear justification for the economic feasibility of their creation and activities, and, secondly, compliance with such conditions when carrying out operations, the legality of which will not raise doubts among the tax authorities.

Thus, the solutions used in practice for individual elements make it possible to build various configurations of the corporate structure that correspond to the strategic business goals of the owners. The choice of the optimal option can be carried out on the basis of comparative analysis or using factor analysis tools.

Conclusion

In conclusion, it should be noted that in general there is a tendency to simplify and systematize the corporate structures of private companies through:

  • reducing the number of legal entities through mergers and consolidation by type of activity;
  • eliminating cross-shareholdings within the group;
  • reduction of operational ownership levels within individual business areas;
  • transfer of non-core assets to separate divisions.

In general, corporate structuring methods make it possible to increase the efficiency of business management, its investment attractiveness, economic security, and also optimize taxation while ensuring an acceptable level of risks.

The name of the corporate structure comes from the Latin corporatio - association, community. An important factor that distinguishes the corporate structure is the specific operating conditions that require the participation of many organizations, groups, whose goals are combined with common goals corporations. All characteristics of the organizational structure are formed in accordance with corporate goals, corporate strategy, interests and values.
Let's look at some of the most significant characteristics. The corporation has a sustainable development strategy recognized by the team and society. World-famous corporate structures are recognizable by their characteristic qualitative features. According to economist A. Chandler, structure is determined by strategy. Obviously, it is also true that structure gives clarity, specificity, vitality, and feasibility to strategy. Strategy through structure becomes an influencing factor, a means of control and a structural element. Thus, the Sony corporation, focused on the constant updating of products, has in its management structure special links for marketing, innovation, and quality circles. But the main thing is the formation of a special innovative thinking of people and a motivation system aimed at innovation. Along with the company's image, an image is created organizational culture corporations as a complex characteristic of the management structure.
The priority characteristic of the corporate structure is the combination and unification of the interests of shareholders, staff and managers in the implementation of the corporate strategy. Special attention is paid to the interests of shareholders through their participation in the affairs of the company, an atmosphere of trust and interest is created in the expansion of capital. In the relationship between managers and staff, a style of cooperation is formed through the correct selection of a motivation system and its focus on common interests and goals. Important characteristic The corporate structure also includes a special system for assessing personnel, their qualifications, performance results and personal contribution to the overall group, or collective, result.
In Fig. Figure 5.3 shows a diagram of the organizational structure of the General Electric Corporation. The corporation has a wide range of manufactured equipment: from aerospace to household products, which is grouped among enterprises in different regions of the United States and other countries. A small number of functional areas of activity are concentrated at the highest level of management. At the same time, the production sector has four levels of management links, which is due to
BOARD OF DIRECTORS
t Chairman of the Board of Directors Commission under the Board of Directors - Audit Commission
Payment commission Deputy
Deputy
Deputy
Groups
Central services
Personnel
Research
Long-term planning
Design preparation
Marketing
Relationship
with the government
Current planning
Manager training
Finance
Legal
Technological preparation
Relationship
with consumers I-Administrative
Aerospace
Aircraft engines
¦ Household electrical appliances
Consumer goods
Materials
Construction equipment
Industrial equipment
Information systems
Energy equipment
Departments (4-5 per group)
Departments (2-4 per department)
Factories (1-3 per department)
Rice. 5.3. General Electric Corporation Management Structure
organizational and production specifics of the corporation. The scheme is limited to considering only hierarchical connections, and corporate governance is interested in interfunctional connections, interaction and coordination of their interests and employee motivation.
This structure is dominated by the principle of production specialization according to the types and types of an expanding range of products, which increases the hierarchy and complicates vertical interactions. Production specialization is important in the formation of corporations, but corporatism is manifested in a combination of production, economic and organizational integration, when merged enterprises and organizations create a single organism that ensures the reproductive nature of activity. Corporate spirit is a managerial characteristic, and the degree of its manifestation in modern systems different. Our attention is drawn to this characteristic due to the fact that the formation of such structures has many positive aspects for the reforming Russian economy.

Each stage of development market economy must match their market structures, which objectively grow from the previous economic relations.

The stability of the market environment can be ensured by the formation of former participants in economic relations into new economic structures. The dependence here is direct. The market environment determines the emergence of new types of corporate structures, but newly emerged economic structures also support and develop the market environment. IN modern economy There is a constant reduction in the number of companies that operate completely independently of each other in an autonomous mode. This is explained by the increasing complexity, diversification, and internationalization of economic, technological and financial ties between participants in the economic process. Therefore, companies, firms, enterprises, banks, financial, investment, and insurance institutions are united into various types of integrated structures.

The following characteristics of the classification of corporations are distinguished:

1) by breadth of geographical coverage:

Transnational;

Interstate;

National;

Industry;

Regional;

An enterprise as an independent economic entity;

2) by purpose of creation:

Commercial;

Non-profit;

3) by type of capital combination:

Associations on a property basis;

Contractual forms of associations;

Associations of business structures.

Let us characterize the main types of corporate structures created according to the type of pooling of capital, most often found in the world and Russian economy(Table 1)

Table 1 – Main types of corporate structures created according to the type of capital pool

Types of corporate associations Essential characteristics
Associations on a property basis
Holding A group of companies where the management or parent company owns controlling stakes in other companies and performs controlling functions in relation to them. Affiliated companies carry out independent economic activities. The parent company in most cases does not operate its own economic activity, it exercises the rights of ownership and disposal of shares. Advantages of the holding: 1) simultaneous consolidation of financial resources; 2) concentration research activities at the parent company; 3) free, operational management of companies on site. There are pure holdings (performing only financial and control functions) and mixed ones (the above functions and independent participation in the business).
Concern Association on a long-term basis of companies connected by common interests, contracts, capital, participation in joint activities, where the parent company most often acts as a manufacturing company, which is the holder of controlling stakes in subsidiaries. Properties of the concern: 1) centralization of operational management; 2) tight inter-farm ties; 3) focus on long-term operation.
Conglomerate An association for the production of technologically unrelated products, the so-called closed capital market, within which funds from diversified activities are concentrated. Properties: 1) broad decentralization of management: responsibility for making decisions and ensuring profitability rests with the branches themselves; 2) senior management focuses on making strategic decisions and does not engage in ongoing planning; 3) conglomerates are formed by the absorption by a large company of several dozen small and medium-sized firms in various industries and areas of activity that do not have production, sales or other functional connections among themselves.
Trust An association in which the companies included in it merge into a single production complex and lose their legal, production and commercial independence. All merged companies report to one parent company. The total profit of the trust is distributed in accordance with the share participation individual companies. The most stringent of all the forms of association under consideration.
Contractual forms of associations
Consortium A temporary union of independent companies, the purpose of which is various types of their coordinated entrepreneurial activity. The organization of the consortium is formalized by agreement. This form of association is convenient for jointly fighting for large orders or projects and their joint implementation. Advantages: 1) urgency of the merger (for a certain period); 2) companies included in the consortium fully retain their legal and economic independence, with the exception of that part that is related to achieving the goals of the consortium; 3) companies can simultaneously be members of several consortia, since they can simultaneously participate in the implementation of several projects. Disadvantage: companies do not integrate, but only pool resources, so there is less opportunity for mutual control.
Cartel An association of companies in the same industry that enter into an agreement with each other regarding various parties commercial activities, a form of conspiracy among a group of producers with the aim of completely or partially eliminating competition between them and obtaining monopoly high profits. The cartel agreement has a direct connection: with the characteristics of the product, with the degree of concentration of production, with market conditions. A cartel is characterized by the following features: 1) the contractual nature of the association; 2) maintaining the ownership rights of cartel participants in their companies; 3) merger of companies from the same industry; 4) joint activities for the sale of products, in some cases extending to the production of products; 5) the presence of a system of enforcement, including identification of violations and sanctions against violators.
Pool A temporary combination of companies in which the profits of all pool participants go to general fund, and then distributed among them according to a predetermined proportion. It is a type of cartel.
Strategic Alliance An agreement on cooperation between several independent companies to achieve a certain commercial purpose and to obtain synergies from combining complementary strategic resources of companies. Properties: 1) is not an independent legal entity; 2) created for the implementation of large investment projects; 3) the coordination capabilities of alliance participants and the degree of mutual control are reduced, since a system of capital participation is not created.
Syndicate An association of homogeneous industrial companies created for the purpose of marketing products through a common sales office. Properties: 1) participants retain legal and production independence, but are limited in commercial terms; 2) the products of the syndicate participants are sold centrally through a single sales body, which is either created anew, or its functions can be assigned to one of the participants; 3) depending on the terms of the agreement, not all, but only a certain part of the products of the syndicate participants may be sold through a single body.
Form of association of business structures
Association A voluntary association of legal entities to achieve a common economic, scientific, cultural or any other, usually non-commercial, goal. The softest form of integration. It is created for the purpose of cooperation of advisory activities. Members of the association fully retain their independence. The Association is not responsible for the obligations of its members and does not provide the opportunity for members of the association to receive commercial benefits.

Recently in economic literature the concept of an integrated business group appeared. An integrated business group (IBG) is a set of enterprises and organizations belonging to different industries and sectors of the economy, united by a common group of owners and senior managers, within which there is a redistribution of financial, material, and human resources from industry to industry. As a rule, the sales volume of these companies is more than $1 billion. These include: Alfa Group, Interros, AFK Sistema, MDM, Industrial Investors, etc. The disadvantage of IBG is that it is not formalized in a specific organizational and legal form, so it is difficult to evaluate and sell. Before the default, the centers of IBG were, as a rule, banks, now they are manufacturing companies.

Basic provisions that determine the choice of construction organization managers in favor of corporate-type organizational structures


As you know, corporations, like individual enterprises, are developing. Therefore, after some time, the number of enterprises and firms in the association may no longer reach a few units, but several dozen, and then, in order to maintain manageability, additional grouping of enterprises and, accordingly, a change in the organizational structure of the corporate association will be required. Such a change usually occurs through the decentralization of corporate management functions and the transition to a divisional organizational structure.

To do this, managers must have a clear, universally acceptable concept for organizing the future of the corporation. At the same time, strategic choice is influenced by various factors. organizational structure corporate culture the process of formation, adoption and implementation of management decisions context (history of the development of the corporation, its specifics) (See Fig. 1. 9).

The organizational structure of corporate governance may consist, for example, in OAO Tatneft of four blocks. The first is the corporate governance department, the main functions of which are the creation, maintenance and improvement of corporate governance, development, organization and implementation of the company’s corporate policy

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The success of corporate chains is based on their ability to achieve price advantages over independent retailers by increasing sales volume and reducing markups. Networks ensure their profitability in several ways. First, their size allows them to purchase large quantities of goods, receiving maximum quantity discounts, while saving on transportation costs. Secondly, they are able to create effective organizational structures by hiring good managers and developing special techniques in the areas of sales forecasting, inventory management, pricing and incentives. Third, chains are able to combine wholesale and retail functions, whereas independent retailers must collaborate with multiple wholesalers. Fourth, chains save on sales promotion costs by purchasing advertising that is beneficial for their stores and allocating the cost of it to large quantities of goods. And fifthly, chains give their stores some freedom so that they can take into account local consumer preferences and successfully compete in local markets.

Let us trace the history of development, the evolution of organizational structures and highlight their main forms. Linear-functional form of organization, which appeared in late XIX century, has actively developed since the beginning of the 20th century. It allowed many companies to achieve the required size and efficiency and meet the needs of a growing domestic market. The divisional form of organization appeared shortly after the First World War and quickly spread in the 1940s and 50s. This form is characterized by the fact that individual brands and product models are differentiated primarily by purpose; product divisions operate as almost autonomous companies, producing products for their customers, while corporate management serves as the financial investor and guide to new markets.

Currently in Russia, in the context of the development of market methods of economic management, the role of associative forms of activity and integrated enterprise management structures is increasing. New forms of integration of economic entities are being approved 1) through the entry of enterprises into vertical structures (corporate groups), reorganized from industry structures or created anew 2) based on the formation of horizontal associative entities. In both the first and second cases, the necessary coordination and organizational and financial interaction are ensured, efficient systems technological development, sustainable market strategy, resource support for corporate financial institutions.

For example, an international computer company with offices in China transformed its flat organizational structure into a circular one. And the Chinese international chemical company completely abolished all hierarchy, making the manager only one of the participants in the production process. This approach is called a centerless corporation, or network organization. These structures reflect real work processes - processes established and introduced into the corporate culture by managers. Structure diagrams were used primarily to reinforce work processes (production and personnel) and cultural changes that were brought about under the leadership of managers.

Accounting complex of corporate information system for managing an economic object. This class of systems was described earlier in 2.2. Let us recall that the accounting component here is only a component of the overall management system, which functions in coordination with other management subsystems. In its functions and structure, the accounting component is similar to the accounting complex class, but problems of interaction with other functional subsystems are added. They are focused on medium-sized, large enterprises and enterprises with a complex organizational structure, including remote branches.

The main condition for mastering the art of marketing management is to comprehend the secrets of strategic planning. Organizational structure of the majority large companies includes four levels corporate, division level, business unit level and production line level. The company's head office is responsible primarily for the formation of a corporate strategic plan that directs the company's activities as a whole to achieve profit in the long term. The headquarters makes decisions on supporting the company's divisions, as well as on new business areas or on closing unpromising ones. Each division develops its own plan, which determines the proportions of distribution of funds among its areas of activity. The strategic plan of a business unit aims it at long-term profitable operation. Finally, at the product line level within a business unit, a marketing plan is developed to achieve goals in a specific market segment.

Any organization is, first of all, a human system, a special living organism. Sometimes the organizational structure of an organization is called the skeleton of the organization, and its corporate culture is the soul of the organization. This makes it easy to understand the importance of aligning each strategic change with the existing corporate culture.

Conventionally, the adaptation process can be divided into four stages. - 1. Assessing the beginner’s level of preparedness is necessary to develop the most effective adaptation program. If an employee has not only special training, but also experience working in similar departments of other companies, his adaptation period will be minimal. However, it should be remembered that even in these cases, in the organization, options for solving problems already known to him that are not familiar to him are possible. Since the organizational structure depends on a number of parameters, such as technology of operation, external infrastructure and personnel, the newcomer inevitably finds himself in a somewhat unfamiliar situation. Adaptation should involve both familiarity with the production features of the organization and inclusion in communication networks, familiarity with personnel, corporate communication features, rules of conduct, etc.

Levels of change are stages of transformation of significant elements of corporate culture (knowledge, relationships, individual or group behavior), described in the language of the costs of their implementation. Organization design factors - parameters of the external and internal environment that must be taken into account when creating a project of an organizational structure.

The organizational component of the survival strategy includes the entry of enterprises into vertical structures (corporate groups) and the creation of various horizontal associations of enterprises.

The most promising in terms of building corporate communication solutions for organizational structures distributed over a large territory of the country is a telephone communication system and regional computer network solutions with shared access, organized on its basis. Currently, the long-distance communication system is based on the use of relatively modern quasi-electronic stations of the Kvant series, which allow dialing a subscriber's number without the participation of operators using uniform long-distance codes. The use of these stations makes it possible to organize automated exchange of information over dial-up communication channels using computers equipped with telephone modems and corresponding application communication software. At the same time, the exchange speed reaches very significant values ​​- from 1200 to 28,000 baud or more (in dedicated communication channels, the data transfer rate can reach 1.5 Mbod).

The most important and complex task of corporate governance is, on the one hand, the development of a strategic direction for the development of the holding, financial industrial group, and on the other hand, its real connection to the existing resource potential of the company. Achieving this is possible only on the basis of maintaining long term life-supporting parameters of the company. These are the areas of the company’s business, the organizational management structure, the most important product groups and consumer segments, the structure and amount of potential (material and financial assets, capacities,